-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IygZX/pqt46RH9n2HPOih2AVAyveZrsng7NMavfUnJ2t6gQubYvpgePbS46kHyY/ PbVz8eqk0ZnYn0pGJoZa3A== 0001193125-09-233723.txt : 20091113 0001193125-09-233723.hdr.sgml : 20091113 20091113095519 ACCESSION NUMBER: 0001193125-09-233723 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091113 DATE AS OF CHANGE: 20091113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARADISE INC CENTRAL INDEX KEY: 0000076149 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 591007583 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03026 FILM NUMBER: 091179428 BUSINESS ADDRESS: STREET 1: 1200 DR MARTIN LUTHER KING JR BLVD CITY: PLANT CITY STATE: FL ZIP: 33563 BUSINESS PHONE: 8137521155 MAIL ADDRESS: STREET 1: 1200 DR MARTIN LUTHER KING JR BLVD CITY: PLANT CITY STATE: FL ZIP: 33563 FORMER COMPANY: FORMER CONFORMED NAME: PARADISE FRUIT CO INC /FL/ DATE OF NAME CHANGE: 19920703 10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x Quarterly report pursuant to section 13 or 15(d) of the Securities Act of 1934.

For the quarterly period ended September 30, 2009

or

 

¨ Transition report pursuant to section 13 or 15(d) of the Securities Act of 1934.

Commission File No. 0-3026

 

 

PARADISE, INC.

 

 

INCORPORATED IN FLORIDA

I.R.S. EMPLOYER IDENTIFICATION NO. 59-1007583

1200 DR. MARTIN LUTHER KING, JR. BLVD.,

PLANT CITY, FLORIDA 33566

(813) 752-1155

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   x

Indicate by check mark whether the registration is a shell company (as defined in Rule 125-2 of the Exchange Act)    Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

The number of shares outstanding of each of the issuer’s classes of common stock:

 

Class

   Outstanding as of September 30,
   2009    2008

Common Stock $0.30 Par Value

   519,350 Shares    519,350 Shares

 

 

 


Table of Contents

PARADISE, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

INDEX

 

         PAGE
PART I.   FINANCIAL INFORMATION   
  ITEM 1.
FINANCIAL STATEMENTS
   2-9
  ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   10-12
  ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK – N/A
   13
  ITEM 4T.
CONTROLS AND PROCEDURES
   13
PART II.   OTHER INFORMATION   
  ITEMS 1 – 6.    13-14
SIGNATURES    14


Table of Contents
PARADISE, INC.   COMMISSION FILE NO. 0-3026

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

 

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

     AS OF
SEPTEMBER 30,
2009
(UNAUDITED)
   AS OF
DECEMBER 31,
2008
   AS OF
SEPTEMBER 30,
2008
(UNAUDITED)
ASSETS         

CURRENT ASSETS:

        

Cash and Unrestricted Demand Deposits

   $ 441,681    $ 2,045,796    $ 237,274

Accounts and Notes Receivable, Less Allowances of $0 (9/30/09), $0 (12/31/08) and $0 (9/30/08)

     7,344,418      829,773      8,286,262

Inventories:

        

Raw Materials

     3,264,429      1,950,486      3,338,418

Work in Process

     458,144      956,745      606,638

Finished Goods

     8,471,373      7,136,830      9,464,314

Deferred Income Tax

     265,222      325,584      470,929

Prepaid Expenses and Other Current Assets

     774,515      440,636      591,861
                    

TOTAL CURRENT ASSETS

     21,019,782      13,685,850      22,995,696

Property, Plant and Equipment, Less Accumulated Depreciation of $17,283,495 (9/30/09), $16,820,680 (12/31/08) and $16,662,392 (9/30/08)

     4,876,680      5,191,773      5,345,131

Intangible Asset, Net

     848,874      943,287      974,759

Goodwill

     413,280      413,280      413,280

Deferred Charges and Other Assets

     248,165      319,661      383,238
                    

TOTAL ASSETS

   $ 27,406,781    $ 20,553,851    $ 30,112,104
                    

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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LIABILITIES AND STOCKHOLDERS’ EQUITY

 

     AS OF
SEPTEMBER 30,
2009
(UNAUDITED)
    AS OF
DECEMBER 31,
2008
    AS OF
SEPTEMBER 30,
2008
(UNAUDITED)
 

CURRENT LIABILITIES:

      

Notes and Trade Acceptances Payable

   $ 7,152,645      $ 373,538      $ 9,590,576   

Current Portion of Long-Term Debt

     267,619        435,953        456,571   

Accounts Payable

     922,336        689,673        712,608   

Accrued Liabilities

     1,012,194        1,153,395        1,174,292   

Income Taxes Payable

     171,037        124,321        221,947   
                        

TOTAL CURRENT LIABILITIES

     9,525,831        2,776,880        12,155,994   

LONG-TERM DEBT, NET OF CURRENT PORTION

     4,483        93,236        359,068   

DEFERRED INCOME TAX LIABILITY

     223,891        284,253        297,373   
                        

TOTAL LIABILITIES

     9,754,205        3,154,369        12,812,435   
                        

STOCKHOLDERS’ EQUITY:

      

Common Stock: $.30 Par Value, 2,000,000 Shares Authorized, 583,094 Shares Issued, 519,350 Shares Outstanding

     174,928        174,928        174,928   

Capital in Excess of Par Value

     1,288,793        1,288,793        1,288,793   

Retained Earnings

     16,840,298        16,587,204        16,440,733   

Accumulated Other Comprehensive Loss

     (374,524     (374,524     (327,866

Treasury Stock, at Cost, 63,744 Shares

     (276,919     (276,919     (276,919
                        

Total Stockholders’ Equity

     17,652,576        17,399,482        17,299,669   
                        

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 27,406,781      $ 20,553,851      $ 30,112,104   
                        

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

 

     FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
   2009    2008

Net Sales

   $ 9,402,504    $ 10,934,756
             

Costs and Expenses:

     

Cost of Goods Sold (excluding Depreciation)

     6,639,539      7,821,324

Selling, General and Administrative Expense

     1,212,048      1,273,275

Depreciation and Amortization

     195,365      193,888

Interest Expense

     57,654      104,673
             

Total Costs and Expenses

     8,104,606      9,393,160
             

Income from Operations

     1,297,898      1,541,596

Other Income

     1,911      197
             

Income from Operations Before Provision for Income Taxes

     1,299,809      1,541,793

Provision for Income Taxes

     493,927      583,057
             

Net Income

   $ 805,882    $ 958,736
             

Income per Common Share

   $ 1.55    $ 1.85
             

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

 

     FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
   2009    2008

Net Sales

   $ 13,689,103    $ 16,161,642
             

Costs and Expenses:

     

Cost of Goods Sold (excluding Depreciation)

     9,677,514      11,546,571

Selling, General and Administrative Expense

     2,877,818      2,921,734

Depreciation and Amortization

     587,444      585,361

Interest Expense

     99,354      158,111
             

Total Costs and Expenses

     13,242,130      15,211,777
             

Income from Operations

     446,973      949,865

Other Income

     3,125      27,021
             

Income from Operations Before Provision for Income Taxes

     450,098      976,886

Provision for Income Taxes

     171,037      371,216
             

Net Income

   $ 279,061    $ 605,670
             

Income per Common Share

   $ 0.54    $ 1.17
             

Dividends paid per Common Share

   $ 0.05    $ 0.10
             

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

     FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
 
   2009     2008  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net Income

   $ 279,061      $ 605,670   

Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities:

    

Depreciation and Amortization

     587,444        585,361   

Decrease (Increase) in:

    

Accounts Receivable

     (6,514,646     (6,510,469

Inventories

     (2,149,885     (5,831,364

Prepaid Expenses

     (88,911     (118,985

Other Assets

     41,280        (4,034

Income Tax Receivable

     (244,968     0   

Increase (Decrease) in:

    

Accounts Payable

     232,663        (34,294

Accrued Expense

     (141,201     (580,099

Income Tax Payable

     46,716        (25,165
                

Net Cash Used in Operating Activities

     (7,952,447     (11,913,379
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of Property and Equipment

     (147,719     (304,040
                

Net Cash Used in Investing Activities

     (147,719     (304,040
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Net Proceeds of Short-Term Debt

     6,613,745        9,436,087   

Principal Payments of Long-Term Debt

     (91,726     (122,666

Dividends Paid

     (25,968     (51,935
                

Net Cash Provided by Financing Activities

     6,496,051        9,261,486   
                

Net Decrease in Cash

     (1,604,115     (2,955,933

CASH AT BEGINNING OF PERIOD

     2,045,796        3,193,207   
                

CASH AT END OF PERIOD

   $ 441,681      $ 237,274   
                

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:

    

Cash paid for:

    

Interest

   $ 86,979      $ 133,361   

Income Tax

     430,581        396,382   
                

Net Supplemental Cash Flows

   $ 517,560      $ 529,743   
                

During the nine months ended September 30, 2009, the Company entered into a revolving line of credit agreement and used the proceeds to payoff existing debt totalling $5,704,412.

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1 Basis of Presentation

The accompanying unaudited consolidated financial statements of Paradise, Inc. (the “Company”) have been prepared by the Company in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for annual financial statements.

The information furnished herein reflects all adjustments and accruals that management believes is necessary to fairly state the operating results for the respective periods. The notes to the financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2008. The Company’s management believes that the disclosures are sufficient for interim financial reporting purposes.

Note 2 Net Income per Share

Net income per share, assuming no dilution, are based on the weighted average number of shares outstanding during the period: 519,350 (2009 and 2008).

Note 3 Revolving Line of Credit Agreement

On June 23, 2009, Paradise, Inc. renewed its revolving line of credit with another financial institution for a two year period. This bank has agreed to advance Paradise, Inc. 80% of the Company’s eligible receivables and up to 60% of the Company’s inventory for a maximum amount of $12,000,000. Interest is payable monthly and is computed from a daily floating rate equal to the Libor rate plus an applicable margin.

This agreement is subject to certain conditions which must be met for the Company to continue borrowing, including debt service coverage and debt to equity ratios and other financial covenants. The loan agreement is secured by all of the Company’s assets, whether tangible or intangible.

 

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PARADISE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Note 4 Business Segment Data

The Company’s operations are conducted through two business segments. These segments, and the primary operations of each, are as follows:

 

Business Segment

  

Operation

Fruit    Production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users, and retailers for use in home baking. Also, based on market conditions, the processing of frozen strawberry products, for sale to commercial and institutional users such as preservers, dairies, drink manufacturers, etc.
Molded Plastics    Production of plastics containers and other molded plastics for sale to various food processors and others.

 

     Nine Months
Ended
September 30,
2009
   Year Ended
December 31,
2008
   Nine Months
Ended
September 30,
2008
Net Sales in Each Segment         

Fruit:

        

Sales to Unaffiliated Customers

   $ 8,751,398    $ 17,498,939    $ 10,134,366

Molded Plastics:

        

Sales to Unaffiliated Customers

     4,937,705      8,116,506      6,027,276
                    

Net Sales

   $ 13,689,103    $ 25,615,445    $ 16,161,642
                    

For the nine month period ended, September 30, 2009 and 2008, sales of frozen strawberry products totaled $268,617 and $332,944, respectively. Sales of frozen strawberry products for the year ended December 31, 2008 totaled $332,944.

The Company does not account for intersegment transfers as if the transfers were to third parties.

 

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PARADISE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Note 4 Business Segment Data (Continued)

 

The Company does not prepare operating profit or loss information on a segment basis for internal use, until the end of each year. Due to the seasonal nature of the fruit segment, management believes that it is not practical to prepare this information for interim reporting purposes. Therefore, reporting is not required by generally accepted accounting principles.

 

Identifiable Assets of Each Segment are Listed Below

   September 30,
2009
   December 31,
2008
   September 30,
2008

Fruit

   $ 19,975,286    $ 10,776,684    $ 21,680,956

Molded Plastics

     4,987,337      5,734,874      6,006,208
                    

Identifiable Assets

     24,962,623      16,511,558      27,687,164

General Corporate Assets

     2,444,158      4,042,293      2,424,940
                    

Total Assets

   $ 27,406,781    $ 20,553,851    $ 30,112,104
                    

Identifiable assets by segment are those assets that are principally used in the operations of each segment. General corporate assets are principally cash, land and buildings, and investments.

Note 5 Subsequent Event

The Company has evaluated events and transactions for potential recognition or disclosure in the financial statements through November 13, 2009, the date of issuance of these financial statements.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered “forward-looking statements” for the purpose of these provisions, including statements that include projections of, or expectations about, earnings, revenues or other financial items, statements about our plans and objectives for future operations, statements concerning proposed new products or services, statements regarding future economic conditions or performance, statements concerning our expectations regarding the attraction and retention of customers, statements about market risk and statements underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of such terminology as “may”, “will”, “expects”, “potential”, or “continue”, or the negative thereof or other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Actual results and developments are likely to be different from, and may be materially different from, those expressed or implied by our forward–looking statements. Forward-looking statements are subject to inherent risks and uncertainties.

Overview

Paradise, Inc.’s main business segment, glace’ fruit, a prime ingredient of fruitcakes and other holiday confections, represented 68.3% of total net sales during 2008. These products are sold to manufacturing bakers, institutional users, supermarkets and other retailers throughout the country. Consumer demand for glace’ fruit product is traditionally strongest during the Thanksgiving and Christmas season. Almost 80% of glace’ fruit product sales are recorded during the eight to ten weeks beginning in mid September.

Since the majority of the Company’s customers require delivery of glace’ candied fruit products during this relatively short period of time, Paradise, Inc. must operate at consistent levels of production from as early as January through the middle of November of each year in order to meet peak demands. Furthermore, the Company must make substantial borrowings of short-term working capital to cover the cost of raw materials, factory overhead and labor expense associated with production for inventory. This combination of building and financing inventories during the year, without the opportunity to record any significant fruit product income, results in the generation of operating losses well into the third quarter of each year. Therefore, it is the opinion of management that meaningful forecasts of annual net sales or profit levels require analysis of a full year’s operations.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

Overview (Continued)

 

In addition, comparison of current quarterly results to the preceding quarter produces an incomplete picture on the Company’s performance due to year-to-year changes in production schedules, seasonal harvests and availability of raw materials, and in the timing of customer orders and shipments. Thus, the discussion of information presented within this report is focused on the review of the Company’s current year-to-date results as compared to the similar period last year.

Paradise’s other business segment, Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., produces custom molding products that is not subject to the seasonality of the glace’ fruit business. This segment represents all injection molding and thermoforming operations, including the packaging for the Company’s fruit products. Only sales to unaffiliated customers are reported.

The First Nine Months

Paradise, Inc.’s fruit segment net sales decreased 13.6% compared to the similar reporting period last year, as customers concerned with the uncertainty surrounding the economy have delayed their purchase orders and subsequent shipping dates to the start of the fourth quarter for 2009 compared to the third quarter of 2008. Paradise, Inc. has been consistent in all previous filings to disclose that quarterly reports for highly seasonal fruit segment net sales are not reliable indicators of year-end results. The Company must wait until the end of the holiday buying season to determine if consumer demands for its glace’ fruit products have resulted in a successful level of net sales activity.

Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., decreased 18.1% in net sales to unaffiliated customers for the first nine months of 2009 compared to the similar reporting period of 2008. This decrease is primarily caused by the downturn in the housing industry as existing customers directly related to the housing market have scaled back their level of custom molding orders over the past year. Furthermore, Paradise Plastics, Inc.’s customers in other industries have also reduced their level of orders as demand for all types of custom molding products has slowed during the first nine months of 2009 compared to 2008.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

 

The First Nine Months (Continued)

 

As a result of the decrease in net sales activity mentioned above, and as previously reported in the Company’s second quarter 2009 filing, Paradise, Inc.’s Board of Directors implemented the following cost cutting actions effective May, 2009. Executive salaries were reduced 15%. Salary employees weekly paychecks were reduced 10% and the 4% merit increase awarded to all hourly paid employees as of January 1, 2009 was rescinded. In addition, management terminated or eliminated 15 full- time positions during the month of May, 2009. The Company anticipates the direct financial impact of these actions will result in savings in excess of $550,000 for the remainder of 2009.

Consolidated cost of sales, as a percentage of net sales, remained consistent during the first nine months of 2009 compared to the similar reporting period of 2008. Inventory as of September 30, 2009 decreased $1,215,424 compared to inventory levels as of September 30, 2008 as Paradise, Inc’s management took steps throughout the year to reduce its plastics and fruit positions in light of decreased net sales and continued weakness in the economy.

Selling, General and Administrative Expenses decreased 1.5% for the current nine month period for 2009 compared to the similar reporting period of 2008 as increases incurred for professional, legal and audit fees were offset by decreases in freight-out expenses for the interim period under review.

Depreciation and amortization expenses increased less than .4% for the first six months of 2009 compared to the similar reporting period of 2008 as fixed assets that became fully depreciated during the past twelve months approximated the amount of new assets placed into service.

Interest expense decreased $58,757 or 37.2% for the current reporting period compared to the similar reporting period for 2008. This is primarily due to the reduction in inventory mentioned above as Paradise, Inc.’s short-term borrowings from its revolving line of credit were reduced by more than $1.9 million as of September 30, 2009 compared to the similar reporting period of 2008.

Summary

Paradise Inc.’s consolidated net sales decreased 15.3% for the first nine months of 2009 compared to the similar reporting period of 2008 as customer orders for various glace’ fruit items and custom molding products have declined in line with the downturn in economic activity during the past year.

However, with more than 80% of Paradise, Inc.’s annual fruit segment net sales scheduled to begin in mid September of this year, no meaningful financial analysis can be developed from Paradise, Inc.’s current 2009 interim filing. As stated in all previous interim filings, only a full year’s reporting will provide the necessary information to determine the Company’s financial performance.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE AND MARKET RISK – N/A

ITEM 4T. CONTROLS AND PROCEDURES

As of September 30, 2009, our President and Chief Executive Officer and Chief Financial Officer evaluated the Company’s disclosure controls and procedures, and they concluded that we maintain effective disclosure controls and procedures. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2009.

Disclosure controls and procedures mean the methods designed to ensure that information that the Company is required to disclose in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required. Our controls and procedures are designed to ensure that all information required to be disclosed is accumulated and communicated to our management to allow timely decisions regarding disclosure. Our controls and procedures are also designed to provide reasonable assurance of the reliability of our financial reporting and accurate recording of our financial transactions.

A control system, however well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. There are inherent limitations in all control systems, and no evaluation of controls can provide absolute assurance that all control gaps or instances of fraud have been detected. These inherent limitations include the realities that the judgments in decision-making can be faulty, and that simple errors or mistakes can occur.

PART II. OTHER INFORMATION

 

Item 1.    Legal Proceedings – N/A
Item 1A.    Risk Factors – N/A
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds – N/A
Item 3.    Defaults Upon Senior Securities – N/A
Item 4.    Submission of Matters to a Vote of Security Holders – N/A
Item 5.    Other Information – N/A

 

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

 

Exhibit
Number

  

Description

31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

PARADISE, INC.     
A Florida Corporation     
/S/    MELVIN S. GORDON              Date: November 13, 2009
Melvin S. Gordon     
Chief Executive Officer and Chairman     
/S/    JACK M. LASKOWITZ              Date: November 13, 2009
Jack M. Laskowitz     
Chief Financial Officer and Treasurer     

 

14

EX-31.1 2 dex311.htm SECTION 302 CEO CERTIFICATION Section 302 CEO Certification

Exhibit 31.1

 

 

Sarbanes-Oxley Section 302

Certification of Chief Executive Officer

 

I, Melvin S. Gordon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paradise, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and


5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 13, 2009

 

/s/ Melvin S. Gordon

Melvin S. Gordon
Chief Executive Officer and Chairman
EX-31.2 3 dex312.htm SECTION 302 CFO CERTIFICATION Section 302 CFO Certification

Exhibit 31.2

 

 

Sarbanes-Oxley Section 302

Certification of Chief Financial Officer

 

I, Jack M. Laskowitz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paradise, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and


5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 13, 2009

 

/s/ Jack M. Laskowitz

Jack M. Laskowitz
Chief Financial Officer and Treasurer
EX-32.1 4 dex321.htm SECTION 906 CEO CERTIFICATION Section 906 CEO Certification

Exhibit 32.1

 

 

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report of Paradise, Inc. on Form 10-Q for the period ending September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melvin S. Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Paradise, Inc.

 

/s/ Melvin S. Gordon

     Date: November 13, 2009
Melvin S. Gordon     
Chief Executive Officer and Chairman     
EX-32.2 5 dex322.htm SECTION 906 CFO CERTIFICATION Section 906 CFO Certification

Exhibit 32.2

 

 

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report of Paradise, Inc. on Form 10-Q for the period ending September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack M. Laskowitz, as Chief Financial Officer of Paradise, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Paradise, Inc.

 

/s/ Jack M. Laskowitz

     Date: November 13, 2009
Jack M. Laskowitz     
Chief Financial Officer and Treasurer     
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